Common use of Approved Business Plan Clause in Contracts

Approved Business Plan. (a) [Intentionally omitted]. (b) In addition to the review of the Approved Business Plan contemplated in Section 3.3(e) below, on or before November 1 of each Fiscal Year, Manager shall prepare and deliver to Owner for review and Approval by Owner an updated Business Plan (including a new Annual Budget) for the immediately succeeding Fiscal Year. Each such Annual Budget shall contain the type of information set forth in the Approved Budget that is attached as an exhibit to the Approved Business Plan for Fiscal Year 2017, except to the extent such information is no longer applicable. (c) Such Business Plan shall be subject to the review and Approval by Owner and Owner shall provide Manager with any objections to such Business Plan in writing, in reasonable detail, within thirty (30) days after delivery thereof by Manager. If Owner does not provide its Approval or written objections within such thirty (30) day period, and Manager gives notice (the “Reminder Notice”) to Owner of such failure by Owner, then, if Owner still does not provide its Approval or written objections within twenty (20) days following delivery of such Reminder Notice, Owner shall be deemed to have objected to such Business Plan as submitted by Manager. If Owner has any objections to such Business Plan, Owner and Manager shall meet or speak within fourteen (14) days following Manager’s receipt of Owner’s objections and shall discuss any objections made by Owner, and Manager shall submit within seven (7) days after such discussion, written revisions to such Business Plan following such discussion. Such Business Plan, as modified to reflect the revisions Approved by Owner, shall become, upon such Approval by Owner, the Approved Business Plan for the next Fiscal Year. The Business Plan shall be prepared by Manager based on its good faith assumptions, estimations and projections. In no event shall Manager be deemed to have guaranteed or otherwise be liable under or in breach of this Agreement solely for the failure of Owner to achieve any projected results in any Approved Business Plan. The Approved Business Plan for each Fiscal Year shall supersede in its entirety the Approved Business Plan for the immediately preceding Fiscal Year. (d) During each Fiscal Year during the Term, Manager shall adhere to, and not exceed, the Approved Budget with respect to the expense items set forth therein for such Fiscal Year; provided that Manager shall be permitted, at any time and from time to time, to deviate from the Approved Budget for expenditures or obligations involving amounts Consistent with the Approved Budget and as permitted pursuant to Section 3.4 and, accordingly, all references in this Agreement with respect to Manager making or causing Owner to make expenditures that are within (or words of similar meaning) the Approved Budget that do not expressly permit such expenditures to be made Consistent with the Approved Business Plan shall be deemed to permit Manager to make or cause Owner to make expenditures that are Consistent with the Approved Business Plan. (e) At each quarterly meeting of the Executive Committee contemplated under the JV Agreement, Manager shall review with Owner the status of the operations of the Project and its consistency with the Approved Business Plan, including whether Manager recommends any changes to the then-Approved Business Plan. Additionally, if at any time during the then current Fiscal Year Manager shall, in the performance of the Manager Services, determine that the Approved Business Plan relating to such Fiscal Year is no longer appropriate, in whole or in any material part, for any reason, Manager shall submit to Owner an amendment to or a revision of the Approved Business Plan (the “Revised Business Plan”). Owner shall give its Approval or a written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)) of the proposed Revised Business Plan. If Owner does not give its Approval or written disapproval and Manager gives the Reminder Notice to Owner, then Owner shall give Approval or written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)); provided that if Owner still has not provided Approval or written disapproval within twenty (20) days after delivery of the Reminder Notice, Owner shall be deemed to have objected to such proposed Revised Business Plan as submitted by Manager. (f) Owner and Manager agree that the Approved Business Plan for Fiscal Year 2017 shall govern unless and until it is superseded by a subsequent Business Plan Approved by Owner. Thereafter, if, despite the good faith efforts of Owner and Manager, there is no (i) Approved Business Plan by January 1 of the applicable Fiscal Year (i.e. by January 1, 2018 for Fiscal Year 2018) or (ii) Revised Business Plan Approved by Owner on or prior to the sixtieth (60th) day after Manager first submitted such Revised Business Plan, then those portions of the proposed Business Plan or such Revised Business Plan, as the case may be, submitted by Manager for such Fiscal Year or balance of such Fiscal Year, as the case may be, that are Approved by Owner shall become effective on January 1 of such Fiscal Year (in the case of a Business Plan) or on the first day of the month immediately following the date of Owner’s Approval (with respect to a Revised Business Plan). Pending resolution of any disputed item in any proposed Business Plan or Revised Business Plan, the prior Fiscal Year’s Approved Business Plan (in the case of a proposed Business Plan) or the current Fiscal Year’s Approved Business Plan (in the case of a Revised Business Plan) shall remain in effect with respect to committed expenditures (including committed capital expenditures) and general overhead expenses.

Approved Business Plan. The Members have approved an annual business plan for the Company through the end of the 2018 Fiscal Year as set forth in the Side Letter Agreement. Each annual business plan for each Fiscal Year shall include (ai) [Intentionally omitted]. a narrative description of the Company’s business objectives for such Fiscal Year, which shall include any major transaction proposed to be undertaken by the Company or any Subsidiary for such Fiscal Year, (bii) In addition the initial pro forma for the Campus (the “Pro Forma”), which shall set forth the projected development and construction costs, gross operating income and operating expenses to be realized or incurred in connection with the review completion of the Spec Buildings and the operation of the Campus, (iii) a description of any anticipated capital expenditures for each quarter of the upcoming year, (iv) a statement of projected cash flows on a quarterly basis, (v) a description of the required level or range of reserves and their intended and permitted uses, (vi) a leasing plan, which includes the leasing parameters under which any unoccupied portion of the buildings contained in the Campus shall be offered for lease (as amended from time-to-time as part of the Approved Business Plan contemplated Plan, the “Leasing Parameters”), and a narrative description of any marketing and/or any leasing activities proposed to be undertaken, (vii) the initial Operating Budget described in Section 3.3(e2.09, and (viii) belowany other information the Manager determines is necessary to keep the Executive Committee reasonably informed regarding the business and affairs of the Company and each Subsidiary. The annual business plan may contain one (1) or more elements that shall survive the entire term of the Company, on or before November 1 of each Fiscal Year, subject to any revisions approved by the Executive Committee. The Manager shall prepare and deliver submit to Owner for review the Executive Committee and Approval by Owner the SW Member at least thirty (30) days prior to the commencement of the 2019 Fiscal Year and each Fiscal Year thereafter, an updated Business Plan (including a new Annual Budget) for the immediately succeeding annual business plan pertaining to such Fiscal Year. Each such Annual updated annual business plan including, without limitation, any revised Operating Budget shall contain the type of information set forth in the Approved Budget that is attached as an exhibit to the Approved Business Plan for Fiscal Year 2017, except to the extent such information is no longer applicable. (c) Such Business Plan shall be subject to the review and Approval by Owner approval of the Executive Committee, which approval may be withheld in each Voting Member’s sole and Owner shall provide Manager with any objections to such Business Plan in writing, in reasonable detail, within thirty (30) days after delivery thereof by Managerabsolute discretion. If Owner does any updated annual business plan is not provide its Approval or written objections within such thirty (30) day periodapproved by the Executive Committee, and Manager gives notice (then the “Reminder Notice”) to Owner of such failure by Owner, then, if Owner still does not provide its Approval or written objections within twenty (20) days following delivery of such Reminder Notice, Owner shall be deemed to have objected to such Business Plan as submitted by Manager. If Owner has any objections to such Business Plan, Owner and Manager shall meet or speak within fourteen (14) days following Manager’s receipt of Owner’s objections and shall discuss any objections made by Owner, and Manager shall submit within seven (7) days after such discussion, written revisions to such Business Plan following such discussion. Such Business Plan, as modified to reflect the revisions Approved by Owner, shall become, upon such Approval by Owner, the Approved Business Plan for the next Fiscal Year. The Business Plan shall be prepared by Manager based on its good faith assumptions, estimations and projections. In no event shall Manager be deemed to have guaranteed or otherwise be liable under or in breach of this Agreement solely for the failure of Owner to achieve any projected results in any Approved Business Plan. The Approved Business Plan for each Fiscal Year shall supersede in its entirety the Approved Business Plan for the immediately preceding Fiscal Year. (d) During each Fiscal Year during the Term, Manager shall adhere to, and not exceed, the Approved Budget with respect to the expense items set forth therein for such Fiscal Year; provided that Manager shall be permitted, at any time and from time to time, to deviate from the Approved Budget for expenditures or obligations involving amounts Consistent with the Approved Budget and as permitted pursuant to Section 3.4 and, accordingly, all references in this Agreement with respect to Manager making or causing Owner to make expenditures that are within (or words of similar meaning) the Approved Budget that do not expressly permit such expenditures to be made Consistent with the applicable Approved Business Plan shall be deemed continue to permit Manager remain in effect (as modified for any portion of the updated annual business plan approved by the Executive Committee). The annual business plan approved through the end of the 2018 Fiscal Year and each updated business plan that is hereafter approved by the Executive Committee pursuant to make or cause Owner this Section 2.08 is referred to make expenditures that are Consistent with the herein as an “Approved Business Plan. (e) At each quarterly meeting ” Subject to the terms of the Executive Committee contemplated under the JV this Agreement, the Manager shall review with Owner have the status of the operations of the Project unilateral right, power and authority, and shall use its consistency with the Approved Business Plancommercially reasonably efforts, including whether Manager recommends any changes to the then-Approved Business Plan. Additionally, if at any time during the then current Fiscal Year Manager shall, in the performance of the Manager Services, determine that the implement each Approved Business Plan relating to such Fiscal Year is no longer appropriate, in whole or in any material part, for any reason, Manager shall submit to Owner an amendment to or a revision on behalf of the Approved Business Plan (the “Revised Business Plan”). Owner shall give its Approval or a written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)) of the proposed Revised Business Plan. If Owner does not give its Approval or written disapproval and Manager gives the Reminder Notice to Owner, then Owner shall give Approval or written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)); provided that if Owner still has not provided Approval or written disapproval within twenty (20) days after delivery of the Reminder Notice, Owner shall be deemed to have objected to such proposed Revised Business Plan as submitted by ManagerCompany. (f) Owner and Manager agree that the Approved Business Plan for Fiscal Year 2017 shall govern unless and until it is superseded by a subsequent Business Plan Approved by Owner. Thereafter, if, despite the good faith efforts of Owner and Manager, there is no (i) Approved Business Plan by January 1 of the applicable Fiscal Year (i.e. by January 1, 2018 for Fiscal Year 2018) or (ii) Revised Business Plan Approved by Owner on or prior to the sixtieth (60th) day after Manager first submitted such Revised Business Plan, then those portions of the proposed Business Plan or such Revised Business Plan, as the case may be, submitted by Manager for such Fiscal Year or balance of such Fiscal Year, as the case may be, that are Approved by Owner shall become effective on January 1 of such Fiscal Year (in the case of a Business Plan) or on the first day of the month immediately following the date of Owner’s Approval (with respect to a Revised Business Plan). Pending resolution of any disputed item in any proposed Business Plan or Revised Business Plan, the prior Fiscal Year’s Approved Business Plan (in the case of a proposed Business Plan) or the current Fiscal Year’s Approved Business Plan (in the case of a Revised Business Plan) shall remain in effect with respect to committed expenditures (including committed capital expenditures) and general overhead expenses.

Approved Business Plan. Within one hundred eighty (a180) [Intentionally omitted]. (b) In addition to days following the review execution and delivery of the Approved Business Plan contemplated in Section 3.3(e) belowthis Agreement, on or before November 1 of each Fiscal Year, Manager Majestic shall prepare and deliver submit to Owner the Executive Committee for its review and Approval by Owner an updated approval the annual business plan for the Company's first Business Plan (including a new Annual Budget) Period. If Majestic does not deliver the annual business plan for the immediately succeeding Fiscal Year. Each such Annual Budget shall contain the type of information set forth in the Approved Budget that is attached as an exhibit first Business Plan Period to the Approved Business Plan for Fiscal Year 2017Executive Committee within such one hundred eighty (180)-day period, except to then Tejon shall have the extent such information is no longer applicable. (c) Such Business Plan shall be subject to the review and Approval by Owner and Owner shall provide Manager with any objections to such Business Plan in writingright, in reasonable detail, within thirty (30) days after delivery thereof by Manager. If Owner does not provide its Approval or written objections within such thirty (30) day period, sole and Manager gives notice (the “Reminder Notice”) to Owner of such failure by Owner, then, if Owner still does not provide its Approval or written objections within twenty (20) days following delivery of such Reminder Notice, Owner shall be deemed to have objected to such Business Plan as submitted by Manager. If Owner has any objections to such Business Plan, Owner and Manager shall meet or speak within fourteen (14) days following Manager’s receipt of Owner’s objections and shall discuss any objections made by Owner, and Manager shall submit within seven (7) days after such discussion, written revisions to such Business Plan following such discussion. Such Business Plan, as modified to reflect the revisions Approved by Owner, shall become, upon such Approval by Owner, the Approved Business Plan for the next Fiscal Year. The Business Plan shall be prepared by Manager based on its good faith assumptions, estimations and projections. In no event shall Manager be deemed to have guaranteed or otherwise be liable under or in breach of this Agreement solely for the failure of Owner to achieve any projected results in any Approved Business Plan. The Approved Business Plan for each Fiscal Year shall supersede in its entirety the Approved Business Plan for the immediately preceding Fiscal Year. (d) During each Fiscal Year during the Term, Manager shall adhere to, and not exceed, the Approved Budget with respect to the expense items set forth therein for such Fiscal Year; provided that Manager shall be permittedabsolute discretion, at any time and from time to timethereafter, to deviate from elect to dissolve the Approved Budget for expenditures or obligations involving amounts Consistent Company by delivering written notice of such election to the other Member in accordance with the Approved Budget terms of Section 12.01(a) (provided such right shall terminate if and as permitted pursuant to Section 3.4 and, accordingly, all references in this Agreement with respect to Manager making or causing Owner to make expenditures that are within (or words of similar meaning) the Approved Budget that do not expressly permit such expenditures to be made Consistent with the Approved Business Plan shall be deemed to permit Manager to make or cause Owner to make expenditures that are Consistent with the Approved Business Plan. (e) At each quarterly meeting of when the Executive Committee contemplated under approves the JV Agreement, Manager shall review with Owner initial business plan for the status of Company). If Majestic timely delivers the operations of the Project and its consistency with the Approved Business Plan, including whether Manager recommends any changes annual business plan to the then-Approved Business Plan. Additionally, if at any time during Executive Committee for the then current Fiscal Year Manager shall, in the performance of the Manager Services, determine that the Approved Company's first Business Plan relating to Period, but the Executive Committee does not approve such Fiscal Year is no longer appropriate, in whole or in any material part, business plan for any reason, Manager shall submit to Owner an amendment to or a revision of the Approved Business Plan (the “Revised Business Plan”). Owner shall give its Approval or a written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)) of the proposed Revised Business Plan. If Owner does not give its Approval or written disapproval and Manager gives the Reminder Notice to Owner, then Owner shall give Approval or written disapproval (and in the case of disapproval, specifying in reasonable detail its objections in accordance with Section 3.3(c)); provided that if Owner still has not provided Approval or written disapproval within twenty (20) days after delivery of the Reminder Notice, Owner shall be deemed to have objected to such proposed Revised Business Plan as submitted by Manager. (f) Owner and Manager agree that the Approved Business Plan for Fiscal Year 2017 shall govern unless and until it is superseded by a subsequent Business Plan Approved by Owner. Thereafter, if, despite the good faith efforts of Owner and Manager, there is no (i) Approved Business Plan by January 1 of the applicable Fiscal Year (i.e. by January 1, 2018 for Fiscal Year 2018) or (ii) Revised Business Plan Approved by Owner reason on or prior to the sixtieth (60th) day after Manager first submitted such Revised Business Plananniversary of the Effective Date, then those portions each Member shall have the right, in its sole and absolute discretion, at any time thereafter, to elect to dissolve the Company by delivering written notice of such election to the other Member in accordance with the terms of Section 12.01(b) (provided such right shall terminate if and when the Executive Committee approves the initial business plan). Within three (3) Business Days following the approval of the initial business plan, the Executive Committee and Tejon shall execute and deliver that certain Contribution Agreement and Joint Escrow Instructions in the form attached hereto as Exhibit "D" (the "Contribution Agreement"). On or before the Applicable ABP Date (as defined below), the Administrative Member shall submit a new annual business plan for each ensuing Business Plan Period to the Executive Committee for its review and approval. Each annual business plan shall include, without limitation, (i) a narrative description of the proposed objectives and goals for the Company, which shall include a description of any major transaction to be undertaken by the Company for such Business Plan Period (or such Revised Business Plan, as the case may be, submitted by Manager other period); (ii) for such Fiscal Year or balance of such Fiscal Year, as the case may be, that are Approved by Owner shall become effective on January 1 of such Fiscal Year (in the case of a Business Plan) or on the first day Business Plan Period, a Development Plan and Development Budget as described in Section 2.08 for the Improvements; (iii) for the first Business Plan Period, the status of the month immediately construction of the Improvements; (iv) following the date of Owner’s Approval Project Stabilization Date (with respect to a Revised Business Plan). Pending resolution of any disputed item in any proposed Business Plan or Revised Business Plan, as reasonably determined by the prior Fiscal Year’s Approved Business Plan (in the case of a proposed Business Plan) or the current Fiscal Year’s Approved Business Plan (in the case of a Revised Business Plan) shall remain in effect with respect to committed expenditures (including committed capital expenditures) and general overhead expenses.1101801.21/OC 54430-10898/2568195.16 10